In Favour of the Issuer Sample Clauses
In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:
(a) the UXD Shareholders and UXD shall have materially complied with all of their respective covenants and agreements contained in this Agreement;
(b) the representations and warranties of the UXD Shareholders and UXD contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the UXD Shareholders and UXD as of the Time of Closing;
(c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of UXD, during the time between the Effective Date and the Time of Closing, has occurred;
(d) UXD will have minimum cash on hand of $500,000 as of the Time of Closing;
(e) there being no legal proceeding or regulatory actions or proceedings against UXD at the Time of Closing which may, if determined against the interest of UXD, cause a Material Adverse Change to UXD; and
(f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 8.2) will be completed and satisfactory in form and substance to the Issuer and the Issuer’s counsel, each acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.
In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:
(a) the Patriot Securityholders and Patriot shall have materially complied with all of their respective covenants and agreements contained in this Agreement and the Issuer shall have received a Certificate of Patriot on its own behalf and, to its knowledge, on behalf of the Patriot Securityholders certifying such dated the Closing Date;
(b) the representations and warranties of the Patriot Securityholders and Patriot contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Patriot Securityholders and Patriot as of the Time of Closing, and the Issuer shall have received a Certificate of Patriot on its own behalf and to its knowledge on behalf of the Patriot Securityholders certifying such dated the Closing Date;
(c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of Patriot, during the time between the Effective Date and the Time of Closing, has occurred;
(d) there being no legal proceeding or regulatory actions or proceedings against Patriot at the Time of Closing which may, if determined against the interest of Patriot, cause a Material Adverse Change to Patriot;
(e) Patriot shall have obtained the specific consent of McMaster University required pursuant to sections 15.1(g), 15.1(h) of the McMaster Agreement (the “McMaster Consent”); and
(f) all corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto and other documents in connection with the purchase and sale hereunder (including documents to be delivered pursuant to Section 9.2) will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterpart original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.
In Favour of the Issuer the Issuer’s obligations under this Agreement are subject to the fulfilment of the following conditions prior to Time of Closing or such other time as herein provided:
(a) the Pan Canadian Shareholders and Pan Canadian shall have materially complied with all of their respective covenants and agreements contained in this Agreement;
(b) the representations and warranties of the Pan Canadian Shareholders and Pan Canadian contained in this Agreement shall be true and correct in all material respects as if such representations and warranties had been made by each of the Pan Canadian Shareholders and Pan Canadian as of the Time of Closing;
(c) the Issuer will have determined in its sole judgment, acting reasonably, that no Material Adverse Change in the condition of Pan Canadian, during the time between the Effective Date and the Time of Closing, has occurred;
(d) there being no legal proceeding or regulatory actions or proceedings against Pan Canadian at the Time of Closing which may, if determined against the interest of Pan Canadian, cause a Material Adverse Change to Pan Canadian;
(e) each of the Pan Canadian Shareholders shall have executed the Pan Canadian Shareholder Consent Agreement and delivered a duly executed copy of such agreement and any other certificates, instruments, agreements or other documents required thereunder to the Issuer; and
(f) all documents to be delivered pursuant to Section 8.2 will be completed and satisfactory in form and substance to the Issuer’s counsel, acting reasonably, and the Issuer will have received all executed counterparts, original and certified or other copies of such documents as such counsel may reasonably request. The conditions precedent set forth above are for the exclusive benefit of the Issuer and may be waived by it in whole or in part on or before the Time of Closing.